Electronic Arts 2014 Annual Report Download - page 23

Proxy Statement
Corporate Governance Guidelines
Our Board of Directors has adopted, upon the recommendation of the Nominating and Governance Committee, a
formal set of Corporate Governance Guidelines. A complete copy of the Corporate Governance Guidelines is
available in the Investor Relations section of our website at http://investor.ea.com. Our Corporate Governance
Guidelines contain policies relating to:
• Board membership and independence criteria;
• Election of directors;
• Director resignations;
• Executive sessions of independent directors led by a Lead Director;
• Authority to hire outside advisors;
• Director orientation and education;
• Board of Directors and Committee self-evaluations;
• Attendance at annual meetings of stockholders;
• Stock ownership guidelines for our directors and executive officers;
• Stockholder communications with the Board of Directors;
• Director access to management; and
• Board of Directors and Committee roles in CEO evaluation and management of succession planning.
Global Code of Conduct
Our Global Code of Conduct (which includes code of ethics provisions applicable to our directors, principal
executive officer, principal financial officer, principal accounting officer, and other senior financial officers) is
available in the Investor Relations section of our website at http://investor.ea.com. From time to time, we post
amendments to our Global Code of Conduct in the Investor Relations section of our website. Copies of our Board
committee charters and Global Code of Conduct are available without charge by contacting our Investor
Relations department at [phone].
The Board of Directors’ Oversight of Risk Issues
The full Board of Directors and the Board Committees are responsible for managing different forms of risk.
Business risks are reviewed by the full Board of Directors in conjunction with management. The Board of
Directors regularly receives management presentations from different areas of the business regarding the
opportunities and risks in those areas and engages in dialogue with executive management regarding these issues.
Risks related to investments, financial reporting, internal controls and procedures, and compliance issues are
reviewed regularly by the Audit Committee, which oversees the financial reporting, global audit and legal
compliance functions. The Nominating and Governance Committee reviews issues of director and CEO
succession.
Compensation-related risks are reviewed by the Compensation Committee with members of management
responsible for structuring the Company’s compensation programs. As part of those risk oversight efforts, we
evaluated our compensation programs to determine whether the design and operation of our policies and
practices could encourage executives or employees to take excessive or inappropriate risks that would be
reasonably likely to have a material adverse effect on the Company. In particular, we considered the design, size,
and scope of our cash and equity incentive programs and program features that mitigate against potential risks,
such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk”
compensation, and, with regard to our equity incentive programs, the stock ownership requirements applicable to
our executives. The Compensation Committee reviewed the results of our evaluation with management and the
Committee’s consultant, Compensia. The Compensation Committee concluded that our compensation policies
and practices strike an appropriate balance of risk and reward in relation to our overall business strategy, and do
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